Therefore the exercise of the power to invest and reinvest involves a conversion into money. It is no answer to say that these words apply only to moneys received on creation of the trust or from the maturity of investments already made. Were that so, the words would be useless, since the law alone implies a power to invest cash received and later to reinvest it if it again comes in.

IV. WHERE THE TRUSTEE IS GIVEN GENERAL POWER "TO MANAGE" THE TRUST FUND, IS THERE AN IMPLIED POWER OF SALE?

Answer: If the power to manage is general and is applied to a fund, it implies a power of sale.

So long as stocks are retained no other action is ordinarily required than the collection of dividends and the exercise of voting power which would hardly be described as management, therefore the power "to manage" stocks would appear meaningless if it does not imply a power to sell.

If, however, the word is applied to specified securities, the testator's intent to preserve the particular investment would appear to be controlling, even though it compels the abandonment of the ordinary meaning of the word "manage." Even then, a power to manage might imply a power to sell, if attached to the trust fund as such or if enumerated among the trustee's powers generally.

By way of comment it may be remarked that the power to manage is often coupled with the words "to control," and a number of decisions sustain the implication of a power of sale from the power "to manage and control." See Spencer v. Weber, 26 A. D., 285, affirmed 163 N. Y., 493; Washburn v. Benedict, 46 A. D., 484; Dillayev. Commercial Bank, 51 N. Y., 345.

V. WHERE A TRUSTEE HAS AN UNAUTHORIZED INVESTMENT IN STOCK, CAN THE CORPORATION SAFELY ALLOW HIM TO SELL THE STOCK?

Answer: This situation has two different aspects, -first, where the trustee is expressly given a power of sale; and, second, where the trust instrument does not expressly give the trustee power of sale. In both cases the corporation can safely allow a sale of its stock on the following reasoning:

sale.

(a) Where the trustee has no express power of

The law imposes upon the trustee a duty to dispose of securities which are not proper trust investments as promptly as possible and all that appears upon a sale of stock by a trustee who has purchased it without authority is an apparent intention to do what the law requires him to do. On principle it seems that the corporation should facilitate the doing of what the trustee is by law required to do. In fact, if the corporation should prevent a sale and the trust estate should sustain a loss by reason of improper investment, it seems probable that the corporation would be liable for the loss: Toronto General Trusts Co. v. C., B. & Q., 64 Hun 1; affirmed 138 N. Y. 657. In other words, it would seem that the trustee has an implied power of sale under such circumstances in order to enable him to convert improper securities into cash and to invest the trust fund properly. (b) Where the trustee has an express power of

sale.

All the reasons which lead to the conclusion that such a sale should be permitted even when the trustee has no express power of sale are more than ever cogent in case the instrument gives a power of sale.

D. TRANSFER BY GUARDIAN

I. WHAT GENERAL RUGULATIONS SHOULD A COR

PORATION ENFORCE IN REGARD TO A TRANSFER OF STOCK

BY GUARDIANS?

Answer: Powers of guardians depend so much upon state laws that it seems unwise to act without ascertaining the law of the state in which the guardian was appointed.

It would seem clear that the corporation cannot safely allow a guardian to exercise any powers greater than those given him by the law of the state under which he is appointed.

E. TRANSFER TO AND BY LIFE TENANTS

I. IN CASE OF TRANSFERS OF STOCK TO PERSONS WHO HAVE ONLY A LIFE INTEREST THEREIN SHOULD THE STOCK BE REGISTERED IN THE NAMES OF SUCH PERSONS "AS LIFE TENANTS"?

Answer: Yes.

As a general rule the interest of a life tenant is a very limited one and he is entitled only to income and has no power of disposition over the property. The authority of an executor to transfer the property to the life tenant is always one which may be doubted. Nevertheless, the courts, especially in New York, have held that the terms of the will may indicate such an intention on the part of the testator as to warrant the executor turning over the property to the life tenant (Smith v. Van Ostrand, 64 N. Y., 278). Whether that be the case or not, if the corporation insists on registering the stock in his name "as life tenant," the interests of the remainderman are protected, because in any attempt at transfer of the stock by the life tenant he will be allowed to

exercise only such powers as he can clearly show to be given him under the instrument. In other words, he is treated exactly like a trustee.

It seems best that the stock be issued with the words "Life tenant under will of John Doe" (or otherwise as the case may be) after the name of the life tenant.

II. IF THE LIFE TENANT IS EXPRESSLY GIVEN A POWER OF SALE UNDER THE INSTRUMENT CREATING HIS ESTATE, SHOULD THE STOCK NEVERTHELESS BE REGISTERED IN HIS NAME "AS LIFE TENANT" AND NOT IN HIS NAME INDIVIDUALLY?

Answer: Yes.

If the stock is registered in the name of the life tenant individually, there takes place at that time an extinction of the remainderman's interest which amounts to a conversion unless the action of the life tenant is within his rights. The remainderman can make a case merely by proving the transfer and the corporation must assume the burden of proving that the transfer was proper-perhaps years after the transfer was made.

In case the life tenant makes no disposition of the stock there may be much difficulty after his death in identifying it for the remainderman.

The corporation should not issue a certificate which might mislead by stating that the life tenant is the individual owner of the stock.

The Committee again calls attention to the fact that the questions above considered do not include any questions under inheritance or stock transfer tax laws of any State. In addition to the requirements here recommended, inheritance and stock transfer tax laws may necessitate additional requirements which are not within the scope of this report. The limitations of this

report have also precluded any consideration of transfers to and by corporations, transfers to and by attorneys in fact and of questions concerning the authentication of signatures.

Instructions to Transfer Department as to Transfer Requirements

The following regulations were compiled by John A. Burns and have been adopted by the Columbia Trust Company of New York. See "Trust Companies" Magazine for June, 1916, pages 561-563.

EXECUTORS, ADMINISTRATORS OR FIDUCIARIES

For transfers to executors or administrators as such, from a decedent or otherwise, require a probate certificate of recent date to be kept on file; New York waiver and waiver of the State in which the company is incorporated, if required. (Look up "Summary of Inheritance Tax Laws.")

For transfers to trustees, require a certified copy of the will, or of the instrument creating the trust, to be kept on file. Insist on definite description of the trust and describe it fully on the certificate. If we are furnished with an uncertified copy of the will or a trust agreement, and are permitted to compare it with a certified copy or an original instrument, it is not necessary to retain the certified copy or original for our files. Certified copies of court orders or of appointment or qualification of fiduciary should be kept on file in all cases as should waivers or consents respecting inheritance tax.

For transfers to committee of property, guardian,